What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-07 · 250 added, 210 removed, 624 unchanged (42% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

(amounts in thousands, except per unit amounts) March 31, 2026 December 31, 2025

(amounts in thousands, except per unit amounts) June 30, 2026 December 31, 2025

ASSETS (unaudited)

12 unchanged sentences

Deferred costs, net 258,166 267,682

Acquired below-market ground leases, net 303,621 305,579

Right of use assets 27,882 27,944

Right-of-use assets, including below-market ground leases, net 42,084 333,523

Goodwill 325,366 491,479

13 unchanged sentences

Private perpetual preferred units:

Series 2019 Private perpetual preferred units, $ 13.52 liquidation preference, 4,664 issued and outstanding in 2026 and 2025

Series 2019 Private perpetual preferred units, $ 13.52 per unit liquidation preference, 4,664 issued and outstanding in 2026 and 2025

21,936 21,936

Series 2014 Private perpetual preferred units, $ 16.62 liquidation preference, 1,560 issued and outstanding in 2026 and 2025

Series 2014 Private perpetual preferred units, $ 16.62 per unit liquidation preference, 1,560 issued and outstanding in 2026 and 2025

Series PR operating partnership units:

11 unchanged sentences

Consolidated Statements of Operations

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(amounts in thousands, except per unit amounts) 2026 2025 2026 2025

11 unchanged sentences

Real estate taxes 32,912 32,607 67,525 65,657

Goodwill impairment charge 166,113 — 166,113 —

Depreciation and amortization 50,389 47,802 100,608 96,581

Total operating expenses 335,612 156,128 496,480 310,406

Total operating income

29,457 25,788

Total operating income (loss) ( 138,713 ) 35,122 ( 109,256 ) 60,910

Other income (expense):

2 unchanged sentences

Interest expense associated with property in receivership — — — ( 647 )

Gain on disposition of property — 13,170

Income before income taxes 1,933 15,159

Income tax benefit 1,062 619

Net income 2,995 15,778

Gain on disposition of properties 124,622 — 124,622 13,170

Income (loss) before income taxes ( 40,321 ) 11,863 ( 38,388 ) 27,022

Income tax (expense) benefit 767 ( 478 ) 1,829 141

Net income (loss) ( 39,554 ) 11,385 ( 36,559 ) 27,163

Private perpetual preferred unit distributions ( 1,051 ) ( 1,051 ) ( 2,101 ) ( 2,101 )

Net income attributable to common unitholders $ 1,945 $ 14,728

Net income (loss) attributable to common unitholders $ ( 40,605 ) $ 10,334 $ ( 38,660 ) $ 25,062

Total weighted average units:

7 unchanged sentences

Empire State Realty OP, L.P.

Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

Consolidated Statements of Comprehensive Income (Loss)

Three Months Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2026 2025 2026 2025

Net income $ 2,995 $ 15,778

Net income (loss) $ ( 39,554 ) $ 11,385 $ ( 36,559 ) $ 27,163

Other comprehensive income (loss):

2 unchanged sentences

Other comprehensive income (loss) 4,861 ( 1,956 ) 9,342 ( 7,121 )

Comprehensive income attributable to OP unitholders $ 7,476 $ 10,613

Comprehensive income (loss) attributable to OP unitholders $ ( 34,693 ) $ 9,429 $ ( 27,217 ) $ 20,042

The accompanying notes are an integral part of these consolidated financial statements

1 unchanged sentence

Consolidated Statements of Capital

For The Three Months Ended March 31, 2026 and 2025

For The Three Months Ended June 30, 2026 and 2025

Series PR Operating Partnership Units Series ES Operating Partnership Units Limited Partners Series 60 Operating Partnership Units Limited Partners Series 250 Operating Partnership Units Limited Partners

1 unchanged sentence

(amounts in thousands) Private Perpetual Preferred Units Private Perpetual Preferred Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Operating Partnership Units Operating Partnership Unitholders Non-controlling Interest in Other Partnerships Total Capital

Balance at March 31, 2026 6,224 $ 29,940 172,059 $ 1,064,195 88,058 $ 719,370 16,469 $ 7,900 4,238 $ 1,721 2,206 $ 1,012 $ — $ 1,824,138

Conversion of operating partnership units to ESRT Partner's Capital — — 731 2,820 ( 323 ) ( 2,634 ) ( 250 ) ( 120 ) ( 106 ) ( 43 ) ( 52 ) ( 23 ) — —

Repurchases of common units — — — — — — — — — — — — — —

Equity compensation — — ( 32 ) 774 230 10,308 — — — — — — — 11,082

Distributions — ( 1,051 ) — ( 6,041 ) — ( 2,938 ) — ( 567 ) — ( 145 ) — ( 76 ) — ( 10,818 )

Net income (loss) — 1,051 — ( 25,823 ) — ( 11,329 ) — ( 2,479 ) — ( 650 ) — ( 324 ) — ( 39,554 )

Other comprehensive income — — — 3,096 — 1,357 — 292 — 77 — 39 — 4,861

Balance at June 30, 2026 6,224 $ 29,940 172,758 $ 1,039,021 87,965 $ 714,134 16,219 $ 5,026 4,132 $ 960 2,154 $ 628 $ — $ 1,789,709

General Partner Limited Partners

Balance at March 31, 2025 6,224 $ 29,940 168,070 $ 1,032,060 85,866 $ 714,575 17,869 $ 7,017 4,562 $ 1,430 2,365 $ 853 $ — $ 1,785,875

Conversion of operating partnership units to ESRT Partner's Capital — — 1,539 8,401 ( 984 ) ( 8,192 ) ( 386 ) ( 152 ) ( 102 ) ( 33 ) ( 67 ) ( 24 ) — —

Repurchases of common units — — ( 310 ) ( 2,148 ) — — — — — — — — — ( 2,148 )

Equity compensation — — ( 23 ) 534 185 6,364 — — — — — — — 6,898

Distributions — ( 1,051 ) — ( 5,919 ) — ( 2,985 ) — ( 614 ) — ( 157 ) — ( 80 ) — ( 10,806 )

Net income — 1,051 — 6,519 — 2,853 — 692 — 176 — 94 — 11,385

Other comprehensive loss — — — ( 1,238 ) — ( 536 ) — ( 131 ) — ( 33 ) — ( 18 ) — ( 1,956 )

Balance at June 30, 2025 6,224 $ 29,940 169,276 $ 1,038,209 85,067 $ 712,079 17,483 $ 6,812 4,460 $ 1,383 2,298 $ 825 $ — $ 1,789,248

Empire State Realty OP, L.P.

Consolidated Statements of Capital

For The Six Months Ended June 30, 2026 and 2025

General Partner Limited Partners

Balance at December 31, 2025

4 unchanged sentences

Distributions — ( 2,101 ) — ( 12,063 ) — ( 5,756 ) — ( 1,144 ) — ( 293 ) — ( 153 ) — ( 21,510 )

Net income — 1,050 — 1,235 — 543 — 121 — 31 — 15 — 2,995

Net income (loss) — 2,101 — ( 24,588 ) — ( 10,786 ) — ( 2,358 ) — ( 619 ) — ( 309 ) — ( 36,559 )

Other comprehensive income — — — 5,941 — 2,607 — 570 — 149 — 75 — 9,342

Balance at March 31, 2026 6,224 $ 29,940 172,059 $ 1,064,195 88,058 $ 719,370 16,469 $ 7,900 4,238 $ 1,721 2,206 $ 1,012 $ — $ 1,824,138

Balance at June 30, 2026

6,224 $ 29,940 172,758 $ 1,039,021 87,965 $ 714,134 16,219 $ 5,026 4,132 $ 960 2,154 $ 628 $ — $ 1,789,709

9 unchanged sentences

Other comprehensive loss — — — ( 4,472 ) — ( 1,987 ) — ( 477 ) — ( 121 ) — ( 64 ) — ( 7,121 )

Balance at March 31, 2025 6,224 $ 29,940 168,070 $ 1,032,060 85,866 $ 714,575 17,869 $ 7,017 4,562 $ 1,430 2,365 $ 853 $ — $ 1,785,875

Balance at June 30, 2025

6,224 $ 29,940 169,276 $ 1,038,209 85,067 $ 712,079 17,483 $ 6,812 4,460 $ 1,383 2,298 $ 825 $ — $ 1,789,248

The accompanying notes are an integral part of these consolidated financial statements

1 unchanged sentence

Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(amounts in thousands) 2026 2025

Cash Flows From Operating Activities

Net income $ 2,995 $ 15,778

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ ( 36,559 ) $ 27,163

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 100,608 96,581

Gain on disposition of property — ( 13,170 )

Gain on disposition of properties ( 124,622 ) ( 13,170 )

Goodwill impairment charge 166,113 —

Amortization of non-cash items within interest expense 4,413 4,339

15 unchanged sentences

Acquisition of real estate property ( 160,814 ) ( 31,701 )

Net proceeds from disposition of property 75,693 —

Net cash used in investing activities ( 134,297 ) ( 155,570 )

6 unchanged sentences

Deferred financing costs ( 1,404 ) ( 434 )

Repurchases of common units — ( 2,148 )

Taxes paid on withholding shares ( 806 ) ( 899 )

1 unchanged sentence

Distributions ( 19,698 ) ( 19,488 )

Net cash used in financing activities ( 64,610 ) ( 232,973 )

Net cash provided by (used in) financing activities 7,551 ( 246,866 )

Net decrease in cash and cash equivalents and restricted cash ( 38,294 ) ( 292,575 )

4 unchanged sentences

Consolidated Statements of Cash Flows (continued)

Three Months Ended March 31,

Six Months Ended June 30,

(amounts in thousands) 2026 2025

14 unchanged sentences

Write-off of fully amortized acquired below-market leases 17,737 —

Right-of-use assets, including below-market ground lease adjustment to land carrying value ( 288,125 ) —

Ground lease liability adjustment to land carrying value 26,774 —

Interest capitalized in building and improvements 2,006 —

2 unchanged sentences

Debt associated with property in receivership — 177,667

Debt assumed by purchaser in connection with property disposition 180,000 —

Accrued interest associated with property in receivership — 6,080

10 unchanged sentences

ESRT is a NYC-focused real estate investment trust ("REIT") that owns and operates a portfolio of well-leased, top of tier, modernized, amenitized, and well-located office, retail, and multifamily assets.

ESRT’s flagship Empire State Building, the “World's Most Famous Building,” features its iconic Observatory.

ESRT’s flagship Empire State Building, the “World's Most Famous Building,” features its iconic Observation Deck.

The Company is a recognized leader in energy efficiency and indoor environmental quality.

As of March 31, 2026, our portfolio was comprised of approximately 8.0 million rentable square feet of office space, 0.8 million rentable square feet of retail space and 743 residential units, which are located in New York City.

Our office portfolio included 10 properties (including three long-term ground leasehold interests), all of which are located in Manhattan.

As of June 30, 2026, our portfolio was comprised of approximately 7.5 million rentable square feet of office space, 0.8 million rentable square feet of retail space and 743 residential units, which are located in New York City.

Our office portfolio included 9 properties (including one long-term ground leasehold interest), all of which are located in Manhattan.

Additionally, we have entitled land in Stamford, Connecticut that can support the development of either office or residential per local zoning.

1 unchanged sentence

ESRT's Class A common stock, par value $ 0.01 per share, is listed on the New York Stock Exchange under the symbol "ESRT." ESRT, as the sole general partner in our Company, has responsibility and discretion in the management and control of our Company, and our limited partners, in such capacity, have no authority to transact business for, or participate in the management activities, of our Company.

As of March 31, 2026, ESRT owned approximately 60.8 % of our operating partnership units.

As of June 30, 2026, ESRT owned approximately 61.0 % of our operating partnership units.

Summary of Significant Accounting Policies

16 unchanged sentences

The primary beneficiary is required to consolidate the VIE.

As of March 31, 2026, we had a variable interest in and are deemed to be the primary beneficiary of the intermediary entity that holds title to 130 Mercer Street acquired in December 2025, and as a result is consolidated in the financial statements of the Operating Partnership.

As of June 30, 2026, we had a variable interest in and are deemed to be the primary beneficiary of the intermediary entities that hold title to the land underlying the properties at 111 West 33 rd Street and 1400 Broadway, which were acquired in May 2026, and as a result are consolidated in the financial statements of the Operating Partnership.

We assess consolidation accounting treatment for each investment in a VIE.

3 unchanged sentences

Non-controlling interests are required to be presented as a separate component of equity in the consolidated balance sheets and in the consolidated statements of operations by requiring earnings and other comprehensive income to be attributed to controlling and non-controlling interests.

Reclassifications

Certain reclassifications have been made to prior years' financial information to conform to the current year presentation.

This includes the aggregation of right-of-use assets and below-market ground leases, net into one financial statement line item, "Right-of-use assets, including below-market ground leases, net."

Accounting Estimates

5 unchanged sentences

Property Acquisitions

In May 2026, we closed on the acquisition of land underlying the properties at 111 West 33 rd Street and 1400 Broadway for an aggregate purchase price of $ 110.0 million.

The land was previously subject to ground leases in which the Company served as the lessee, which carried remaining ground lease terms of approximately 51 and 38 years, respectively.

As a result of the acquisition, the Company was released from its obligations under the ground leases and the right-of-use assets, including the related below-market ground leases, net, of $ 288.1 million and lease liability of $ 26.8 million.

The carrying amount of the land was adjusted for these items.

In March 2026, we closed on the acquisition of a retail property on North 6 th Street in Williamsburg, Brooklyn for a purchase price of $ 46.0 million.

In December 2025, we closed on the acquisition of 130 Mercer Street (555-557 Broadway, "The Scholastic Building"), located in the SoHo submarket of Manhattan, for a purchase price of $ 386.0 million.

In December 2025, we closed on the acquisition of 130 Mercer Street (555-557 Broadway, "The Scholastic Building"),

located in the SoHo submarket of Manhattan, for a purchase price of $ 386.0 million.

In connection with the acquisition, we entered into a lease with the former owner for approximately 0.2 million square feet of office space in the building, with an initial term of 15 -years and two renewal options of ten years each.

We will redevelop the remaining office space, amenity and common areas of the building.

The remaining office space, amenity and common areas of the building are under redevelopment.

In June 2025, we closed on the acquisition of two retail properties on North 6 th Street in Williamsburg, Brooklyn for a purchase price of $ 31.0 million.

1 unchanged sentence

Property Date Acquired Land Building and Improvements Assets Liabilities Total

111 West 33 rd Street (1)

5/20/2026 $ 52,607 $ — $ — $ — $ 52,607

1400 Broadway (1)

5/20/2026 61,728 — — — 61,728

North 6 th Street Collection (2)

4 unchanged sentences

6/30/2025 11,243 20,458 — — 31,701

(1) Includes capitalized transaction costs of $ 2.0 million for 111 West 33 rd Street and $ 2.3 million for 1400 Broadway.

(2) Includes approximately 22,000 square feet of retail space on North 6 th Street in Williamsburg, which is newly constructed.

5 unchanged sentences

Property Dispositions

The following table summarizes properties disposed of during the three and twelve months ended March 31, 2026 and December 31, 2025, respectively (amounts in thousands):

The following table summarizes properties disposed of during the six and twelve months ended June 30, 2026 and December 31, 2025, respectively (amounts in thousands):

Property Date of Disposal Sales Price Gain on Disposition

250 West 57 th Street, New York, New York (1)

6/1/2026 $ 275,000 $ 124,622

Metro Center, Stamford, Connecticut (2)

12/22/2025 64,000 21,848

(1) In connection with the sale of 250 West 57 th Street, the purchaser assumed the property's outstanding $ 180.0 million mortgage.

(2) In connection with the sale of Metro Center, we repaid the related $ 71.6 million mortgage.

2 unchanged sentences

As a result, the entity was deconsolidated during the three months ended March 31, 2025 and we recognized a gain of $ 13.2 million from the mezzanine debt obligation.

The gain is included as a component of gain on disposition of property in the accompanying consolidated statement of operations.

The gain is included as a component of gain on disposition of properties in the accompanying consolidated statement of operations.

Deferred Costs, Acquired Lease Intangibles and Goodwill

Deferred costs, net, consisted of the following:

(amounts in thousands) March 31, 2026 December 31, 2025

(amounts in thousands) June 30, 2026 December 31, 2025

Deferred leasing costs $ 220,968 $ 227,722

6 unchanged sentences

Total deferred costs, net $ 258,166 $ 267,682

Acquired below-market ground leases, net, consisted of the following:

(amounts in thousands) March 31, 2026 December 31, 2025

Acquired below-market ground leases $ 396,916 $ 396,916

accumulated amortization ( 93,295 ) ( 91,337 )

Acquired below-market ground leases, net $ 303,621 $ 305,579

Acquired below-market leases, net, consisted of the following:

(amounts in thousands) March 31, 2026 December 31, 2025

(amounts in thousands) June 30, 2026 December 31, 2025

Acquired below-market leases $ ( 63,802 ) $ ( 81,539 )

2 unchanged sentences

The total amortization related to deferred costs and acquired lease intangibles consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2026 2025 2026 2025

4 unchanged sentences

Amortization related to acquired in-place lease value 2,285 1,415 4,684 2,823

As of March 31, 2026 and December 31, 2025, we had goodwill of $ 491.5 million.

Goodwill was allocated $ 227.5 million to the Observatory reportable segment and $ 264.0 million to the real estate reportable segment.

We performed our annual goodwill testing in October 2025 for both the Real Estate and Observatory reportable segments.

We bypassed the optional qualitative goodwill impairment assessment and proceeded directly to a quantitative assessment of the Observatory reportable segment and engaged a third-party valuation consulting firm to perform the valuation process.

The quantitative analysis used a combination of the discounted cash flow method (a form of the income approach) utilizing Level 3 unobservable inputs and the guideline company method (a form of the market approach).

Significant assumptions under the former included revenue and cost projections, weighted average cost of capital, long-term growth rate and income tax considerations while the latter included guideline company enterprise values, revenue multiples, EBITDA multiples and control premium rates.

Our methodology to review goodwill impairment, which included a significant amount of judgment and estimates, provided a reasonable basis to determine whether impairment had occurred.

The quantitative analysis performed concluded the fair value of the reporting unit exceeds its carrying value.

Many of the factors employed in determining whether or not goodwill is impaired are outside of our control, and it is reasonably likely that assumptions and estimates will change in future periods.

Goodwill consisted of the following:

(amounts in thousands) Real Estate Observatory Total

Balance as of December 31, 2025

Goodwill $ 263,997 $ 227,482 $ 491,479

Accumulated impairment charges — — —

263,997 227,482 491,479

Goodwill impairment charge — ( 166,113 ) ( 166,113 )

Balance as of June 30, 2026

Goodwill 263,997 227,482 491,479

Accumulated impairment charges — ( 166,113 ) ( 166,113 )

$ 263,997 $ 61,369 $ 325,366

During the second quarter of 2026, the Company identified triggering events indicating that the fair value of its Observatory reporting unit may have declined below its carrying amount, including goodwill, due to a sustained decline in visitor volume from a reduction in pass program performance and a continued decrease in international visitors.

As a result of a

decline in the projected performance and expected future cash flows of the Observatory reporting unit, the Company engaged a third-party valuation consulting firm and performed an interim quantitative goodwill analysis as of June 30, 2026.

The quantitative analysis used a discounted cash flow method (a form of the income approach) utilizing Level 3 unobservable inputs.

Significant assumptions under the income approach included revenue and cost projections, weighted average cost of capital and long-term growth rate.

As a result of the quantitative analysis, the carrying value of the Observatory reporting unit, including goodwill, exceeded its estimated fair value, and the Company recognized a non-cash goodwill impairment charge of $ 166.1 million for the three and six months ended June 30, 2026, in the Company’s consolidated statements of operations.

Although the Company does not currently anticipate significant changes in the assumptions used in the quantitative analysis, many of the assumptions underlying the estimated fair value of the Observatory reporting unit are inherently uncertain, are outside of our control, and actual results may differ materially from the Company’s estimates.

The remaining goodwill relating to the Observatory reporting unit of $ 61.4 million remains at risk of future impairment if the fair value of the reporting unit decreases due to changes in the amount and timing of expected future cash flows, decreases in visitation in excess of expectations, an inability to execute management’s business strategies, or general market conditions, such as economic downturns and changes in interest rates, which may impact discount rates.

Debt consisted of the following:

Principal Balance As of March 31, 2026

(amounts in thousands) March 31, 2026 December 31, 2025 Stated

Principal Balance As of June 30, 2026

(amounts in thousands) June 30, 2026 December 31, 2025 Stated

Rate Effective

16 unchanged sentences

Senior unsecured notes:

Series B 125,000 125,000 4.09 % 4.12 % 3/27/2027

Series C 125,000 125,000 4.18 % 4.21 % 3/27/2030

Series D 115,000 115,000 4.08 % 4.11 % 1/22/2028

Series E 160,000 160,000 4.26 % 4.27 % 3/22/2030

Series F 175,000 175,000 4.44 % 4.45 % 3/22/2033

Series G 100,000 100,000 3.61 % 4.89 % 3/17/2032

Series H 75,000 75,000 3.73 % 5.00 % 3/17/2035

Series I 155,000 155,000 7.20 % 7.39 % 6/17/2029

Series J 45,000 45,000 7.32 % 7.46 % 6/17/2031

Series K 25,000 25,000 7.41 % 7.52 % 6/17/2034

Series L 175,000 175,000 5.47 % 5.70 % 1/7/2031

Senior unsecured notes due 2027 (Series B) 125,000 125,000 4.09 % 4.12 % 3/27/2027

Senior unsecured notes due 2028 (Series D) 115,000 115,000 4.08 % 4.11 % 1/22/2028

Senior unsecured notes due 2029 (Series I) 155,000 155,000 7.20 % 7.39 % 6/17/2029

Senior unsecured notes due 2030 (Series E) 160,000 160,000 4.26 % 4.27 % 3/22/2030

Senior unsecured notes due 2030 (Series C) 125,000 125,000 4.18 % 4.21 % 3/27/2030

Senior unsecured notes due 2031 (Series L) 175,000 175,000 5.47 % 5.70 % 1/7/2031

Senior unsecured notes due 2031 (Series J) 45,000 45,000 7.32 % 7.46 % 6/17/2031

Senior unsecured notes due 2032 (Series G) 100,000 100,000 3.61 % 4.89 % 3/17/2032

Senior unsecured notes due 2033 (Series F) 175,000 175,000 4.44 % 4.45 % 3/22/2033

Senior unsecured notes due 2034 (Series K) 25,000 25,000 7.41 % 7.52 % 6/17/2034

Senior unsecured notes due 2035 (Series H) 75,000 75,000 3.73 % 5.00 % 3/17/2035

Unsecured term loan facility (4)

12 unchanged sentences

______________

(1) The effective rate is the yield as of March 31, 2026 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements as of March 31, 2026.

(1) The effective rate is the yield as of June 30, 2026 and includes the stated interest rate, deferred financing cost amortization and interest associated with variable to fixed interest rate swap agreements as of June 30, 2026.

(2) Maturity dates presented are inclusive of extension options.

Pre-payment is generally allowed for each loan upon payment of a customary pre-payment penalty.

Prepayment is generally allowed for each loan upon payment of a customary prepayment penalty.

(3) Without the effect of the treasury locks executed in connection with the refinancing of the mortgage, the stated rate is 5.59 %.

(4) At March 31, 2026, we were in compliance with all debt covenants.

(4) At June 30, 2026, we were in compliance with all debt covenants.

Principal Payments

Aggregate required principal payments at March 31, 2026 are as follows (amounts in thousands):

Aggregate required principal payments at June 30, 2026 are as follows (amounts in thousands):

Year Amortization Maturities Total

8 unchanged sentences

Deferred financing costs, net, consisted of the following:

(amounts in thousands) March 31, 2026 December 31, 2025

(amounts in thousands) June 30, 2026 December 31, 2025

Deferred financing costs, included as a component of net debt $ 12,447 $ 17,207

4 unchanged sentences

The total amortization expense related to deferred financing costs consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2026 2025 2026 2025

1 unchanged sentence

Unsecured Revolving Credit and Term Loan Facilities

On November 14, 2025, we entered into an amended and restated credit agreement with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto, that amends and restates the credit agreement dated March 19, 2020, which governs our senior unsecured term loan credit facility (the “Wells Term Loan Facility”).

The Wells Term Loan Facility is comprised of a senior unsecured term loan credit facility and matures on January 15, 2031, inclusive of two twelve- month extensions.

The initial interest rate on the Wells Term Loan Facility, which may change based on our leverage levels, is SOFR plus 150 basis points.

Subsequent to quarter-end, on July 17, 2026, we entered into a first amendment to our amended and restated credit agreement, dated November 14, 2025, with Wells Fargo Bank, National Association, as administrative agent and other lenders party thereto, which governs our senior unsecured term loan credit facility (the “Wells Term Loan Facility”).

The first amendment provides for the existing term loan facility and a new delayed draw term loan facility.

The Wells Term Loan Facility has an initial maximum principal amount of $ 490.0 million, comprised of the existing $ 245.0 million term loan credit facility and an incremental $ 245.0 million delayed draw term loan facility.

The delayed draw term loan facility may be drawn in six months following the closing date.

The initial senior unsecured term loan credit facility matures on January 15, 2031, inclusive of two twelve -month extensions.

The delayed draw term loan facility matures on January 12, 2032.

The interest rate on the Wells Term Loan Facility, which may change based on our leverage levels, is SOFR plus 150 basis points.

We may request the Wells Term Loan Facility be increased through one or more increases or the addition of new pari passu term loan tranches, for a maximum aggregate principal amount not to exceed $ 510.0 million.

As of March 31, 2026 , our borrowings amounted to $ 245.0 million under the Wells Term Loan Facility.

As of June 30, 2026 , our borrowings amounted to $ 245.0 million under the Wells Term Loan Facility.

On May 28, 2025, we entered into a first amendment to our second amended and restated credit agreement, dated March 8, 2024, with Bank of Ameri ca, N.A., as administrative agent and other lenders party thereto, which governs our senior unsecured revolving credit facility and term loan facility (collectively, the “BofA Credit Facilities”).

5 unchanged sentences

The BofA Term Loan Facility matures on March 8, 2029, inclusive of two twelve-month extension periods.

Initial interest rates on the

BofA Credit Facilities, which may change based on our leverage levels, are SOFR plus a benchmark adjustment of 10 basis points ("adjusted SOFR") plus 130 basis points for any drawn portion of the Revolving Credit Facility and adjusted SOFR plus 150 basis points for the BofA Term Loan Facility.

Initial interest rates on the BofA Credit Facilities, which may change based on our leverage levels, are SOFR plus a benchmark adjustment of 10 basis points ("adjusted SOFR") plus 130 basis points for any drawn portion of the Revolving Credit Facility and adjusted SOFR plus 150 basis points for the BofA Term Loan Facility.

In addition, the BofA Credit Facilities have a sustainability-linked pricing mechanism that reduces the borrowing spread if certain benchmarks are achieved each year.

During the first quarter of 2026, we repaid $ 70.0 million of our previously drawn borrowings and drew $ 15.0 million on the Revolving Credit Facility.

As of March 31, 2026 , we had $ 90.0 million borrowings under the Revolving Credit Facility and $ 95.0 million under the BofA Term Loan Facility.

During the second quarter of 2026, we repaid $ 120.0 million of our previously drawn borrowings and drew $ 205.0 million on the Revolving Credit Facility.

As of June 30, 2026 , we had $ 175.0 million borrowings under the Revolving Credit Facility and $ 95.0 million under the BofA Term Loan Facility.

The terms of both the BofA Credit Facilities and the Wells Term Loan Facility include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports.

1 unchanged sentence

The agreements governing both facilities also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, invalidity of loan documents, loss of REIT qualification, and occurrence of a change of control.

As of March 31, 2026, we were in compliance with these covenants.

As of June 30, 2026, we were in compliance with these covenants.

Mortgage Debt

1 unchanged sentence

The 10-year interest-only loan has a fixed rate of 5.33 %, which includes the effect of treasury locks executed in connection with the refinancing of the $ 50.0 million loan that matured on April 1, 2026.

As of March 31, 2026, total mortgage notes payable, net, amounted to $ 621.4 million.

As of June 30, 2026, total mortgage notes payable, net, amounted to $ 443.1 million.

The first maturity is in May 2027.

Senior Unsecured Notes

Subsequent to quarter-end on April 15, 2026, we entered into a Note Purchase Agreement with the purchasers (the "Purchase Agreement") in connection with a private placement of $ 130.0 million aggregate principal amount of 5.99 % Series M Senior Notes due July 15, 2032 (the "Series M Notes").

The sale and purchase of the Series M Notes is scheduled to fund on July 15, 2026, subject to customary closing conditions.

The issue price for the Series M Notes is 100 % of the aggregate principal amount thereof.

Pursuant to the terms of the Purchase Agreement, we may repay all or a portion of the Series M Notes upon notice to the holders at a price equal to 100 % of the principal amount so prepaid plus a make-whole premium as set forth in the Purchase Agreement.

The Purchase Agreement contains customary covenants and customary events of default similar to those in our existing senior unsecured notes.

Subsequent to quarter-end, on July 15, 2026, we closed on the issuance and sale of $ 130.0 million aggregate principal amount of 5.99 % Series M Senior Notes due July 15, 2032 (the "Series M Notes").

The terms of our senior unsecured notes include customary covenants, including limitations on liens, investment, distributions, debt, fundamental changes, and transactions with affiliates and require certain customary financial reports.

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The agreements also contain customary events of default (subject in certain cases to specified cure periods), including but not limited to non-payment, breach of covenants, representations or warranties, cross defaults, bankruptcy or other insolvency events, judgments, ERISA events, the occurrence of certain change of control transactions and loss of REIT qualification.

As of March 31, 2026, we were in compliance with these covenants.

As of June 30, 2026, we were in compliance with these covenants.

Accounts Payable and Accrued Expenses

Accounts payable and accrued expenses consisted of the following:

(amounts in thousands) March 31, 2026 December 31, 2025

(amounts in thousands) June 30, 2026 December 31, 2025

Capital expenditures included in accounts payable and accrued expenses $ 72,240 $ 51,452

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If we had breached any of these provisions, we could have been required to settle our obligations that were in a net liability position under the agreements at their termination value.

As of March 31, 2026, we did not have derivatives in a net liability position.

As of March 31, 2026 and December 31, 2025, we had interest rate swaps and caps with an aggregate notional value of $ 566.5 million and $ 567.0 million, respectively.

As of June 30, 2026, we did not have derivatives in a net liability position.

As of June 30, 2026 and December 31, 2025, we had interest rate swaps and caps with an aggregate notional value of $ 566.0 million and $ 567.0 million, respectively.

The notional value does not represent exposure to credit, interest rate or market risks.

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Interest rate caps not designated as hedges are not speculative and are used to manage our exposure to interest rate movements, but do not meet the strict hedge accounting requirements.

As of March 31, 2026 and 2025, our cash flow hedges are deemed highly effective.

A net unrealized gain (loss) of $ 4.5 million and $( 5.2 ) million for the three months ended March 31, 2026 and 2025, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the consolidated statements of comprehensive income (loss).

As of June 30, 2026 and 2025, our cash flow hedges are deemed highly effective.

A net unrealized gain of $ 4.9 million and $ 9.3 million for the three and six months ended June 30, 2026, respectively, and a net unrealized loss of $ 2.0 million and $ 7.1 million for the three and six months ended June 30, 2025, respectively, relating to both active and terminated hedges of interest rate risk, are reflected in the consolidated statements of comprehensive income (loss).

Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on the debt.

We estimate that $ 42.7 thousand net gain of the current balance held in accumulated other comprehensive income (loss) will be reclassified into interest expense within the next 12 months.

We estimate that $ 2.3 million net gain of the current balance held in accumulated other comprehensive income (loss) will be reclassified into interest expense within the next 12 months.

Cash payments and receipts related to our cash flow hedges are classified as operating activities and are included within our disclosure of cash paid for interest on our consolidated statements of cash flows, consistent with the classification of the hedged interest payments.

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The table below summarizes the terms of agreements and the fair values of our derivative financial instruments:

(amounts in thousands, except percentages) March 31, 2026 December 31, 2025

(amounts in thousands, except percentages) June 30, 2026 December 31, 2025

Derivative Notional Amount Receive Rate Pay Rate Effective Date Expiration Date Asset (1)

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Interest rate swap (3)

— SOFR 3.7970 % July 15, 2026 January 9, 2032 115 — — —

Interest rate swap (4)

— SOFR 3.0110 % December 31, 2026 February 1, 2029 1,558 — 398 —

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(2) Included as a component of accounts payable and accrued expenses on the consolidated balance sheets.

(3) The notional amount of the interest rate swap effective July 15, 2026 is $ 50.0 million.

(4) The notional amount of each interest rate swap effective December 31, 2026 is $ 87.5 million.

The table below shows the effect of our derivative financial instruments designated as cash flow hedges on accumulated other comprehensive income (loss):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2026 2025 2026 2025

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The table below shows the effect of our derivative financial instruments designated as cash flow hedges on the consolidated statements of operations:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2026 2025 2026 2025

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Fair Valuation

The estimated fair values at March 31, 2026 and December 31, 2025 were determined by management, using available market information and appropriate valuation methodologies.

The estimated fair values at June 30, 2026 and December 31, 2025 were determined by management, using available market information and appropriate valuation methodologies.

Considerable judgment is necessary to interpret market data and develop estimated fair value.

Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could

realize on disposition of the financial instruments.

Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could realize on disposition of the financial instruments.

The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

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The following tables summarize the carrying and estimated fair values of our financial instruments:

March 31, 2026

June 30, 2026

Estimated Fair Value

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Unsecured revolving credit facility 145,000 145,000 — — 145,000

Disclosure about the fair value of financial instruments is based on pertinent information available to us as of March 31, 2026 and December 31, 2025.

Disclosure about the fair value of financial instruments is based on pertinent information available to us as of June 30, 2026 and December 31, 2025.

Although we are not aware of any factors that would significantly affect the reasonable fair value amounts, such amounts have not been comprehensively revalued for purposes of these consolidated financial statements since that date and current estimates of fair value may differ significantly from the amounts presented herein.

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The leases provide for base monthly rentals and reimbursements for real estate taxes, escalations linked to the consumer price index or common area maintenance known as operating expense escalation.

Tenant expense reimbursements are reflected in our March 31, 2026 and 2025 consolidated statements of operations as rental revenue.

Tenant expense reimbursements are reflected in our June 30, 2026 and 2025 consolidated statements of operations as rental revenue.

Rental revenue includes fixed and variable payments.

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The components of rental revenue consisted of the following:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2026 2025 2026 2025

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Total rental revenue $ 165,166 $ 153,540 $ 331,271 $ 308,082

As of March 31, 2026, we were entitled to the following future contractual minimum lease payments (excluding tenant expense reimbursements) on non-cancellable operating leases to be received which expire on various dates through 2054 (amounts in thousands):

As of June 30, 2026, we were entitled to the following future contractual minimum lease payments (excluding tenant expense reimbursements) on non-cancellable operating leases to be received which expire on various dates through 2055 (amounts in thousands):

Remainder of 2026

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The preceding table is prepared assuming such options are not exercised.

As of March 31, 2026, the future lease payments to be received for signed leases that have not yet commenced was approximately $ 575.8 million.

As of June 30, 2026, the future lease payments to be received for signed leases that have not yet commenced was approximately $ 575.9 million.

We determine if an arrangement is a lease at inception.

Our operating lease agreements relate to three ground lease assets and are reflected in right-of-use assets and lease liabilities of $ 27.9 million as of March 31, 2026 and December 31, 2025 in our consolidated balance sheets.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

Right-of-use assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

Right-of-use assets are measured at an amount equal to the lease liability, adjusted for any above or below market lease terms.

Variable lease payments are excluded from the right-of-use assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred.

The ground leases are due to expire between the years 2050 and 2077, inclusive of extension options, and have no variable payments or residual value guarantees.

As our leases do not provide an implicit rate, we determined our incremental borrowing rate based on information available at the date of adoption of Accounting Standards Update No.

Right-of-use assets, including below-market ground leases, net and lease liabilities consisted of the following:

(amounts in thousands) June 30, 2026 December 31, 2025

Right-of-use assets, including below-market ground leases, net $ 42,084 $ 333,523

Ground lease liabilities 1,063 27,944

During the second quarter of 2026, we completed the purchase of land underlying the properties at 111 West 33 rd Street and 1400 Broadway, which carried remaining ground lease terms of approximately 51 and 38 years, respectively, for an aggregate purchase price of $ 110.0 million.

As a result of the transaction, the Company was released from its obligations under the ground leases (see Note 3).

The remaining ground lease is due to expire in 2050, inclusive of extension options, and has no variable payments, residual value guarantees or additional rent increases.

As our lease does not provide an implicit rate, we determined our incremental borrowing rate based on information available at the date of adoption of Accounting Standards Update No.

2016-02, Leases (Topic 842), in determining the present value of lease payments.

The weighted average incremental borrowing rate used to calculate the right-of-use assets and lease liabilities as of March 31, 2026 was 4.5 %.

The incremental borrowing rate used to calculate the right-of-use asset and lease liability as of June 30, 2026 was 4.4 %.

Rent expense for lease payments related to our operating leases is recognized on a straight-line basis over the non-cancellable term of the leases.

The weighted average remaining lease term as of March 31, 2026 was 44.3 years.

As of March 31, 2026, the following table summarizes our future minimum lease payments discounted by our incremental borrowing rates to calculate the lease liabilities of our leases (amounts in thousands):

The remaining lease term as of June 30, 2026 was 24.1 years.

As of June 30, 2026, the following table summarizes our future minimum lease payments discounted by our incremental borrowing rates to calculate the lease liabilities of our leases (amounts in thousands):

Remainder of 2026

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Legal Proceedings

Except as described below, as of March 31, 2026, we were not involved in any material litigation, nor, to our knowledge, was any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business such as disputes with tenants.

Except as described below, as of June 30, 2026, we were not involved in any material litigation, nor, to our knowledge, was any material litigation threatened against us or our properties, other than routine litigation arising in the ordinary course of business such as disputes with tenants.

We believe that the costs and related liabilities, if any, which may result from such actions will not materially affect our consolidated financial position, operating results or liquidity.

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Respondents believe that such award in favor of the Claimants is entirely without merit and sought to vacate that portion of the award.

The New York courts confirmed the award, and Respondents filed a petition for certiorari to the United States Supreme Court on February 2, 2026.

That petition is pending.

Notwithstanding that filing, the New York courts’ final confirmation of the award lifted the stay of execution of the judgment, which stay Respondents had previously obtained by filing an appeal bond.

Accordingly, on February 5, 2026, we paid the judgment, which, inclusive of interest, amounted to approximately $ 1.5 million, under a full reservation of rights to recover such payment in the event the United States Supreme Court grants certiorari and vacates the judgment.

The New York courts confirmed the award, and Respondents filed a petition for certiorari to the United States Supreme Court on February 2, 2026, which was denied on May 4, 2026.

Previously, because the New York courts’ final confirmation of the award lifted the stay of execution of the judgment, which stay Respondents had previously obtained by filing an appeal bond, on February 5, 2026, we paid the judgment, which, inclusive of interest, amounted to approximately $ 1.5 million.

The claim of one Claimant who brought a separate action to confirm the award remains pending because, although the courts have confirmed the award as to that Claimant, she has not yet reduced the claim to a money judgment.

As of March 31, 2026 and December 31, 2025, $ 0.3 million and $ 1.8 million, respectively, were included as a component of accounts payable and accrued expenses on the accompanying consolidated balance sheets.

As of June 30, 2026 and December 31, 2025, $ 0.3 million and $ 1.8 million, respectively, were included as a component of accounts payable and accrued expenses on the accompanying consolidated balance sheets.

Pursuant to indemnification agreements which were made with our directors, executive officers and chairman emeritus as part of our formation transactions, Anthony E.

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Unfunded Capital Expenditures

At March 31, 2026, we estimate that we will incur approximately $ 93.9 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements.

At June 30, 2026, we estimate that we will incur approximately $ 107.3 million of capital expenditures (including tenant improvements and leasing commissions) on our properties pursuant to existing lease agreements.

We expect to fund these capital expenditures with operating cash flow, cash on hand and other borrowings.

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Financial instruments that subject us to credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investments, tenant and other receivables and deferred rent receivables.

At March 31, 2026, we held on deposit at various major financial institutions cash and cash equivalents and restricted cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation.

At June 30, 2026, we held on deposit at various major financial institutions cash and cash equivalents and restricted cash balances in excess of amounts insured by the Federal Deposit Insurance Corporation.

Asset Retirement Obligations

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Environmental site assessments and investigations have identified asbestos or asbestos-containing building materials in certain of our properties.

As of March 31, 2026, management has no plans to remove or alter these properties in a manner that would trigger federal and other applicable regulations for asbestos removal, and accordingly, the obligations to remove the asbestos or asbestos-containing building materials from these properties have indeterminable settlement dates.

As of June 30, 2026, management has no plans to remove or alter these properties in a manner that would trigger federal and other applicable regulations for asbestos removal, and accordingly, the obligations to remove the asbestos or asbestos-containing building materials from these properties have indeterminable settlement dates.

As such, we are unable to reasonably estimate the fair value of the associated conditional asset retirement obligation.

However, ongoing asbestos abatement, maintenance programs and other required documentation are carried out as required and related costs are expensed as incurred.

Other Environmental Matters

Under various federal, state and/or local laws, ordinances and regulations, as a current or former owner or operator of real property, we may be liable for costs and damages resulting from the presence or release of hazardous substances, waste, or petroleum products at, on, in, under or from such property, including costs for investigation or remediation, natural resource damages, or third-party liability for personal injury or property damage.

We also may be liable for the costs of remediating contamination at off-site disposal or treatment facilities when we arrange for disposal or treatment of hazardous substances at such facilities, without regard to whether we comply with environmental laws in doing so.

Some of our properties have been or may be impacted by contamination arising from current or prior uses of the property or adjacent properties for commercial, industrial or other purposes.

Such contamination may arise from spills of petroleum or hazardous substances or releases from tanks used to store such materials.

The presence of contamination or the failure to remediate contamination on our properties may adversely affect our ability to attract and/or retain tenants, and our ability to develop or sell or borrow against those properties.

In addition to potential liability for cleanup costs, private plaintiffs may bring claims for personal injury, property damage or for similar reasons.

Environmental laws also may create liens on contaminated sites in favor of the government for damages and costs it incurs to address such contamination.

Moreover, if contamination is discovered on our properties, environmental laws may impose restrictions on the manner in which that property may be used or how businesses may be operated on that property.

Some of our properties are adjacent to or near other properties which are used for industrial or commercial purposes or have contained or currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances.

Releases from these properties could impact our properties.

In addition, some of our properties have previously been used by former owners or tenants for commercial or industrial activities, e.g., gas stations and dry cleaners, and a portion of the Metro Tower site, the undeveloped parcel we own adjacent to our recently sold Metro Center asset, is currently used for automobile parking and was formerly leased to a fueling facility that may release petroleum products or other hazardous or toxic substances at such properties or to surrounding properties.

While certain properties contain or contained uses that could have or have impacted our properties, we are not aware of any liabilities related to environmental contamination that we believe will have a material adverse effect on our operations.

In addition, our properties are subject to various federal, state and local environmental and health and safety laws and regulations, and noncompliance could subject us or our tenants to liability.

These liabilities could affect a tenant’s ability to make rental payments to us.

Moreover, changes in laws could increase the potential costs of compliance or increase liability for noncompliance.

We sometimes require our tenants to comply with environmental and health and safety laws and regulations and to indemnify us for any related liabilities in our leases with them.

But in the event of the bankruptcy or inability of any of our tenants to satisfy such obligations, we may be required to satisfy such obligations.

We do not believe we have any instances of material non-compliance with environmental or health and safety laws or regulations at our properties, and we believe that we and/or our tenants have all material permits and approvals necessary under current laws and regulations to operate our properties.

In addition, we may become subject to new compliance requirements and/or new costs or taxes associated with natural resource or energy usage and related emissions (such as a carbon tax), which could increase our operating costs.

In particular, as the owner of large covered commercial and multifamily buildings in New York City, we are subject to Local Law 97, which establishes annual greenhouse gas emissions limits for covered buildings and imposes penalties for emissions that exceed applicable thresholds.

While we currently expect, based on our present understanding of the law and implementing rules and our internal projections of building emissions, to operate within the applicable limits during the 2024–2029 enforcement period, our expectations are based on assumptions regarding building performance, tenant energy usage and utility grid emissions factors.

Regulatory developments, changes in enforcement guidance, changes in building operations, tenant behavior, energy consumption patterns, or utility emissions factors could cause us to exceed emissions limits or incur additional compliance costs or penalties, which could be material.

As the owner or operator of real property, we may also incur liability based on various building conditions.

For example, environmental site assessments have identified asbestos or asbestos-containing material (“ACM”) in certain of our properties, and it is possible that other properties that we currently own or operate or acquire in the future contain ACM.

Environmental and health and safety laws require that ACM be properly managed and maintained and may impose fines or penalties on owners, operators or employers for non-compliance with those requirements.

In addition, we may be subject to liability for personal injury or property damage sustained as a result of releases of ACM into the environment.

We do not believe we have any material liabilities related to building conditions, including any instances of material non-compliance with asbestos requirements or any material liabilities related to asbestos.

Our properties, or properties we acquire in the future, may contain or develop harmful mold or suffer from other indoor air quality issues, such as inadequate ventilation and contamination, which could lead to liability for adverse health effects from our tenants, employees of our tenants or others, or property damage or costs for remediation.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.

Some molds may produce airborne toxins or irritants.

Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses and bacteria.

Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions.

As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne or waterborne contaminants from the affected property or increase indoor ventilation or flush and treat water systems.

In addition, the presence of significant mold or other airborne or waterborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs.

We do not believe we have any material adverse indoor air quality or water quality issues at our properties.

As of March 31, 2026, management believes that there are no obligations related to environmental remediation other than maintaining the affected sites in conformity with the relevant authority’s mandates and filing the required documents.

Environmental Matters

As of June 30, 2026, management believes that there are no obligations related to environmental remediation other than maintaining affected sites in conformity with the relevant authority’s mandates and filing the required documents.

All such maintenance costs are expensed as incurred.

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Shares and Units

As of March 31, 2026, there were 171,089 thousand shares of Class A common stock, 970 thousand shares of Class B common stock and 110,971 thousand operating partnership units outstanding.

As of June 30, 2026, there were 171,790 thousand shares of Class A common stock, 968 thousand shares of Class B common stock and 110,470 thousand operating partnership units outstanding.

The controlling interest of 61.0 % is owned by ESRT.

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The authorization does not obligate us to acquire any particular amount of securities, and the program may be suspended or discontinued at our discretion without prior notice.

There were no repurchases of equity securities during the three months ended March 31, 2026.

As of March 31, 2026, ESRT had $ 500.0 million remaining of the authorized repurchase amount.

There were no repurchases of equity securities during the three months ended June 30, 2026.

As of June 30, 2026, ESRT had $ 500.0 million remaining of the authorized repurchase amount.

Private Perpetual Preferred Units

As of March 31, 2026, there were 4,664 thousand Series 2019 Preferred Units ("Series 2019 Preferred Units") and 1,560 thousand Series 2014 Private Perpetual Preferred Units ("Series 2014 Preferred Units") outstanding.

As of June 30, 2026, there were 4,664 thousand Series 2019 Private Perpetual Preferred Units ("Series 2019 Preferred Units") and 1,560 thousand Series 2014 Private Perpetual Preferred Units ("Series 2014 Preferred Units") outstanding.

The Series 2019 Preferred Units have a liquidation preference of $ 13.52 per unit and are entitled to receive cumulative preferential annual cash distributions of $ 0.70 per unit payable in arrears on a quarterly basis.

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The following is a summary of distribution activity:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2026 2025 2026 2025

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2026 Equity Incentive Plan (the “2026 Plan”) was approved by our shareholders.

The 2024 Plan provides for grants to directors, employees and consultants of ESRT and the Operating Partnership, including options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalents and other equity-based awards, and replaced the First Amended and Restated Empire State Realty Trust, Inc.

The 2026 Plan provides for grants to directors, employees and consultants of ESRT and the Operating Partnership, including options, restricted stock, restricted stock units, stock appreciation rights, performance awards, dividend equivalents and other equity-based awards, and replaced the Empire State Realty Trust, Inc.

and Empire State Realty OP, L.P.

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In addition, shares of ESRT Class A common stock repurchased on the open market will not be added back to the shares of ESRT Class A common stock available for issuance under the 2026 Plan.

An aggregate of 11.0 million shares of ESRT common stock was authorized for issuance under awards granted pursuant to the 2024 Plan, and as of March 31, 2026 , approximately 0.6 million shares of common stock remain available for future issuance.

An aggregate of 15.0 million shares of ESRT common stock was authorized for issuance under awards granted pursuant to the 2026 Plan, and as of June 30, 2026 , approximately 14.8 million shares of common stock remain available for future issuance.

Long-term incentive plan ("LTIP") units are a special class of partnership interests.

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The vesting period for LTIP units, if any, will be determined at the time of issuance.

Under the terms of the LTIP units, we will revalue our assets for tax purposes upon the occurrence of certain specified events, and any increase in valuation from the time of one such event to the next such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such holders with the capital accounts of unitholders.

Subject to any agreed upon exceptions, once

vested and having achieved parity with unitholders, LTIP units are convertible into Series PR operating partnership units on a one -for-one basis.

the capital accounts of such holders with the capital accounts of unitholders.

Subject to any agreed upon exceptions, once vested and having achieved parity with unitholders, LTIP units are convertible into Series PR operating partnership units on a one -for-one basis.

LTIP units subject to time-based vesting, whether vested or not, receive the same per unit distributions as operating partnership units, which equal per share dividends (both regular and special) on ESRT's common stock.

Market and performance-based LTIPs receive 10 % of such distributions currently, unless and until such LTIP units are earned based on performance, at which time they will receive the accrued and unpaid 90 % and will commence receiving 100 % of such distributions thereafter.

In March 2026, we made grants of LTIP units to executive officers under the 2024 Plan, including:

(amounts in thousands, except units) Units Grant Date Fair Value

Time-based vesting LTIP units 1,853,983 $ 8,027

Market-based vesting LTIP units 1,847,014 $ 4,950

Performance-based vesting LTIP units 1,237,797 $ 4,950

In March 2026, we made grants of LTIP units and restricted stock to certain employees under the 2024 Plan, including:

(amounts in thousands, except units) Units Grant Date Fair Value

Time-based vesting LTIP units 121,698 $ 589

Time-based vesting restricted stock 613,722 $ 3,179

Market-based vesting LTIP units 228,549 $ 720

Performance-based LTIP units 152,874 $ 720

In May 2026, we made grants of 310,884 LTIP units to our non-employee directors that are subject to time-based vesting with fair market values of $ 1.6 million.

The awards subject to time-based vesting vest ratably over a period of years, subject generally to the grantee's continued employment.

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The expected growth rate of the stock prices over the performance period is determined with consideration of the risk-free rate as of the grant date.

cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units.

For LTIP unit awards that are time or performance based, the fair value of the awards was estimated based on the fair value of our stock at the grant date discounted for the restriction period during which the LTIP units cannot be redeemed or transferred and the uncertainty regarding if, and when, the book capital account of the LTIP units will equal that of the common units.

For restricted stock awards, the fair value of the awards is based on the market price of ESRT stock at the grant date.

LTIP units and ESRT restricted stock issued during the three months ended March 31, 2026 were valued at $ 23.1 million.

The weighted average per unit or share fair value was $ 3.82 for grants issued for the three months ended March 31, 2026.

LTIP units and ESRT restricted stock issued during the six months ended June 30, 2026 were valued at $ 24.7 million.

The weighted average per unit or share fair value was $ 3.88 for grants issued for the six months ended June 30, 2026.

The fair value per unit or share granted in 2026 was estimated on the respective dates of grant using the following assumptions:

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Expected price volatility 31.0 % - 36.0 %

No other stock options, dividend equivalents, or stock appreciation rights were issued or outstanding during the three months ended March 31, 2026.

The following is a summary of ESRT restricted stock and LTIP unit activity for the three months ended March 31, 2026:

No other stock options, dividend equivalents, or stock appreciation rights were issued or outstanding during the six months ended June 30, 2026.

The following is a summary of ESRT restricted stock and LTIP unit activity for the six months ended June 30, 2026:

Restricted Stock Time-based LTIPs Market-based LTIPs Performance-based LTIPs Weighted Average Grant Fair Value

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Forfeited or unearned ( 13,737 ) ( 39,024 ) ( 561,387 ) ( 116,899 ) 5.00

Unvested balance at March 31, 2026

Unvested balance at June 30, 2026

881,296 4,741,914 4,930,703 3,616,121 $ 5.19

The time-based LTIPs and ESRT restricted stock awards granted to non-named executive officers or granted to certain named executive officers before 2025, are treated for accounting purposes as immediately vested upon the later of (i) the date the grantee attains the age of 65 , and (ii) the date on which grantee has first completed the requisite years of continuous service with our Company or its affiliates.

For award agreements that qualify, we recognize noncash compensation expense on the grant date for the time-based awards and ratably over the vesting period for the market-based and performance-based awards, and accordingly, we recognized $ 1.2 million and $ 1.1 million for the three months ended March 31, 2026 and 2025, respectively.

Unrecognized compensation expense was $ 2.3 million at March 31, 2026, which will be recognized over a weighted average period of 0.7 years.

For the remainder of the LTIP unit awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized noncash compensation expense of $ 4.7 million and $ 3.9 million for the three months ended March 31, 2026 and 2025, respectively.

Unrecognized compensation expense was $ 49.2 million at March 31, 2026, which will be recognized over a weighted average period of 2.8 years.

For award agreements that qualify, we recognize noncash compensation expense on the grant date for the time-based awards and ratably over the vesting period for the market-based and performance-based awards, and accordingly, we recognized $ 1.7 million and $ 2.9 million for the three and six months ended June 30, 2026, respectively, and $ 1.6 million and $ 2.7 million for the three and six months ended June 30, 2025, respectively.

Unrecognized compensation expense was $ 1.2 million at June 30, 2026, which will be recognized over a weighted average period of 1.3 years.

For the remainder of the LTIP unit awards, we recognized noncash compensation expense ratably over the vesting period, and accordingly, we recognized noncash compensation expense of $ 9.4 million and $ 14.1 million for the three and six months ended June 30, 2026, respectively, and $ 5.3 million and $ 9.2 million for the three and six months ended June 30, 2025, respectively.

Unrecognized compensation expense was $ 40.3 million at June 30, 2026, which will be recognized over a weighted average period of 2.7 years.

Earnings Per Unit

Earnings per unit is calculated by dividing the net income attributable to common unitholders by the weighted average number of units outstanding during the respective period.

Earnings per unit is calculated by dividing the net income (loss) attributable to common unitholders by the weighted average number of units outstanding during the respective period.

Unvested share-based payment awards that contain non-forfeitable rights to dividends, whether paid or unpaid, are accounted for as participating securities.

1 unchanged sentence

Earnings per unit is computed as follows:

Three Months Ended

(amounts in thousands, except per unit amounts) March 31, 2026 March 31, 2025

Net income $ 2,995 $ 15,778

Three Months Ended Six Months Ended

(amounts in thousands, except per unit amounts) June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Net income (loss) $ ( 39,554 ) $ 11,385 $ ( 36,559 ) $ 27,163

Private perpetual preferred unit distributions ( 1,051 ) ( 1,051 ) ( 2,101 ) ( 2,101 )

Net income attributable to common unitholders – basic and diluted $ 1,945 $ 14,728

Net income (loss) attributable to common unitholders – basic and diluted $ ( 40,605 ) $ 10,334 $ ( 38,660 ) $ 25,062

Weighted average units outstanding – basic 268,947 266,899 268,870 266,985

5 unchanged sentences

Diluted $ ( 0.15 ) $ 0.04 $ ( 0.14 ) $ 0.09

There were 1.6 million and zero antidilutive shares and LTIP units for the three months ended March 31, 2026 and 2025, respectively.

There were 3.3 million and 2.7 million antidilutive shares and LTIP units for the three and six months ended June 30, 2026, respectively, and there were zero antidilutive shares and LTIP units for the three and six months ended June 30, 2025.

Related Party Transactions

2 unchanged sentences

Malkin, our Chairman and Chief Executive Officer.

These fees were $ 0.3 million and $ 0.4 million for the three months ended March 31, 2026 and 2025, respectively.

These fees were $ 0.2 million and $ 0.5 million for the three and six months ended June 30, 2026, respectively, and $ 0.3 million and $ 0.7 million for the three and six months ended June 30, 2025, respectively.

These fees are included within third-party management and other fees.

1 unchanged sentence

Since ESRT became a public company, we have earned property management fees from entities affiliated with Anthony E.

These fees were less than $ 0.1 million for the three months ended March 31, 2026 and 2025.

These fees were less than $ 0.1 million for the three and six months ended June 30, 2026, and $ 0.1 million and $ 0.1 million for the three and six months ended June 30, 2025, respectively.

These fees are included within third-party management and other fees.

5 unchanged sentences

We also have agreements with these entities and excluded properties and businesses to provide them with general computer-related support services.

Total aggregate revenue was $ 0.1 million and $ 0.1 million for the three months ended March 31, 2026 and 2025, respectively.

Total aggregate revenue was $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2026, respectively, and $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2025, respectively.

One of our directors, Hannah Yang, is sister to Heela Yang, who is Founder and Chief Executive Officer of Sol de Janeiro USA, a tenant at One Grand Central Place — the 11-year 57,203 square foot lease, commenced in April 2025 with a starting annualized rent of $ 3.5 million.

6 unchanged sentences

A subsidiary of Pilot Fiber is a licensee at the Empire State Building, where they license space for equipment.

The license commenced in July 2025 and calls for an initial annual license fee of $ 114,000 , with annual increases that result in the fee exceeding $ 120,000 beginning in the third year of the term.

The license commenced in July 2025 and calls for an initial annual license fee of $ 0.1 million.

In addition, Pilot Fiber currently provides internet connectivity services at eight of our properties and is expected to be expanded to additional buildings within our portfolio.

Total expense was less than $ 0.1 million for the three months ended March 31, 2026.

Total expense was less than $ 0.1 million for the three and six months ended June 30, 2026.

Segment Reporting

6 unchanged sentences

We account for intersegment sales and rents as if the sales or rents were to third parties.

Our Chief Executive Officer, who also serves as our CODM, manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of resources.

Our Chief Executive Officer, who also serves as our Chief Operating Decision Maker ("CODM"), manages our business, regularly accesses information, and evaluates performance for operating decision-making purposes, including allocation of resources.

The CODM uses Net Operating Income ("NOI") to review actual performance and decide whether to invest in capital expenditures, pursue acquisitions and/or dispositions, determine dividend payments, and/or engage in other capital transactions.

Our CODM does not evaluate operating segments using asset or liability information.

The following tables provide components of segment net income for each segment:

Three Months Ended March 31, 2026

The following tables provide components of segment net income (loss) for each segment:

Three Months Ended June 30, 2026

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

11 unchanged sentences

(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

8 unchanged sentences

Total segment operating expenses 79,819 30,488 ( 20,666 ) 89,641

Net operating income (loss) $ 91,193 $ ( 117 ) $ — $ 91,076

Net operating income $ 97,790 $ 3,411 $ — $ 101,201

Segment assets $ 3,813,645 $ 265,105 $ — $ 4,078,750

(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.

Below is a reconciliation of Net operating income to Income before income taxes:

Three Months Ended March 31,

Six Months Ended June 30, 2026

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

Revenue, excluding third-party management and other fees $ 343,944 $ 42,735 $ — $ 386,679

Intercompany rental revenue 27,592 — ( 27,592 ) —

Total revenues, excluding third-party management and other fees 371,536 42,735 ( 27,592 ) 386,679

Operating expenses:

Property operating expenses 95,518 — — 95,518

Observatory expenses — 19,663 — 19,663

Other segment expenses (1)

71,362 27,592 ( 27,592 ) 71,362

Total segment operating expenses 166,880 47,255 ( 27,592 ) 186,543

Net operating income (loss) $ 204,656 $ ( 4,520 ) $ — $ 200,136

(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.

Six Months Ended June 30, 2025

(amounts in thousands) Real Estate Observatory Intersegment Elimination Total

Revenue, excluding third-party management and other fees $ 313,417 $ 57,060 $ — $ 370,477

Intercompany rental revenue 35,826 — ( 35,826 ) —

Total revenues, excluding third-party management and other fees 349,243 57,060 ( 35,826 ) 370,477

Operating expenses:

Property operating expenses 89,940 — — 89,940

Observatory expenses — 17,940 — 17,940

Other segment expenses (1)

70,320 35,826 ( 35,826 ) 70,320

Total segment operating expenses 160,260 53,766 ( 35,826 ) 178,200

Net operating income $ 188,983 $ 3,294 $ — $ 192,277

(1) Other segment expenses in the real estate segment include real estate taxes and ground rent expense and in the Observatory segment includes intercompany rent expense.

Below is a reconciliation of Net operating income to Income (loss) before income taxes:

Three Months Ended June 30, Six Months Ended June 30,

(amounts in thousands) 2026 2025 2026 2025

(unaudited) (unaudited)

Net Operating Income $ 102,644 $ 101,201 $ 200,136 $ 192,277

Gain on disposition of property — 13,170

Gain on disposition of properties 124,622 — 124,622 13,170

Third-party management and other fees 268 408 545 839

4 unchanged sentences

Interest expense associated with property in receivership — — — ( 647 )

Income before Income Taxes $ 1,933 $ 15,159

Goodwill impairment charge ( 166,113 ) — ( 166,113 ) —

Income (loss) before Income Taxes $ ( 40,321 ) $ 11,863 $ ( 38,388 ) $ 27,022

Subsequent Events

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements